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EXHIBIT 3.4
BYLAWS
OF
EMERGENCY MANAGEMENT SPECIALISTS, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of West Virginia, on such date, and at such time, as the Board
of Directors may by resolution provide.
Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors or the holders of not less than
one-tenth of all the shares entitled to vote at the meeting.
Section 3. Notice of Meetings. A written or printed notice stating the
date, time and place of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by or at the direction of the President, the Secretary, or the officer or
person calling the meeting to each shareholder of record or member entitled to
vote at such meeting, at his or her address as it appears upon the records of
the Corporation, not less than ten (10) nor more than fifty (50) days prior to
such meeting. Notice of such meeting may be waived in writing by any shareholder
before or after the meeting. Notice of any adjourned meeting of the shareholders
shall not be required if the date, time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, unless
the Board of Directors sets a new record date for such meeting in which case
notice shall be given in the manner provided in this Section 3. Notice of the
time, place or purpose of any meeting of shareholders, members or directors, may
be dispensed with if every shareholder or member shall attend either in person
or by proxy, or if every director shall attend in person.
Section 4. Quorum and Shareholder Vote. A quorum for action on any
subject matter at any annual or special meeting of shareholders shall exist when
the holders of shares entitled to vote a majority of the votes entitled to be
cast on such subject matter are represented in person or by proxy at such
meeting. In no event shall a quorum consist of less than one-third of the shares
entitled to vote at the meeting. If a quorum is present, the affirmative vote of
the majority of the shares represented or members present at the meeting and
entitled to vote on the subject matter, shall be the act of the shareholders or
members, unless a greater vote is required by the Articles of Incorporation or
these Bylaws. If a quorum is not present, a meeting of shareholders may be
adjourned from time to time by the vote of shares having a majority of the votes
of the shares represented at such meeting, until a quorum is present. When a
quorum is present at the reconvening of any adjourned meeting, and if the
requirements of Section 3 of this Article I have been observed, then any
business may be transacted at such reconvened meeting in the same manner and to
the same extent as it might have been transacted at the meeting as originally
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Section 5. Proxies. A shareholder may vote either in person or by proxy
duly executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Unless otherwise provided in the proxy, no proxy shall be
valid after eleven months from the date of its execution.
Section 6. Conduct of Shareholders' Meetings. The President shall
preside at shareholders' meetings and shall establish such reasonable procedures
for the conduct of shareholders' meetings as such officer deems to be necessary
or appropriate, subject to the authority of the Board of Directors to appoint a
different presiding officer and to establish additional or different procedures.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the Company shall
be managed under the direction of, the Board of Directors, subject to any
restrictions imposed by law, by the Articles of Incorporation, by these Bylaws
or by agreements among the shareholders that are otherwise lawful.
Section 2. Number and Term of Directors. The number of directors shall
be such number as is provided for in the Articles of Incorporation or these
Bylaws or elected by the shareholders from time to time, but shall not be less
than one (1), and shall be reduced upon the resignation of any director to the
number still in office. Unless otherwise permitted by the West Virginia Business
Corporation Code, directors shall be natural persons who are 18 years of age or
older. At each annual meeting the shareholders shall elect the directors, who
shall serve until their successors are elected and qualified; provided that at
any shareholders' meeting with respect to which notice of such purpose has been
given, the entire Board of Directors or any individual director may be removed,
with or without cause, by the affirmative vote of the holders of a majority of
the shares entitled to vote at an election of directors.
Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice.
The Board of Directors may hold regular meetings in accordance with such
schedule as may be established by the Board of Directors, and no notice of such
regular meetings need be given. Special meetings of the Board of Directors may
be called by the Chairman of the Board or by any Director, and written notice of
the date, time and place of such meetings shall be given by each director by
first class mail at least seven (7) days before the meeting or by telephone,
telegraph or cablegram or in person at least two (2) days before the meeting.
Any director may waive notice required to be given of a meeting, either before
or after the meeting, and shall be deemed to have waived notice if she or he is
present at or participates in such meeting unless the director at the beginning
of the meeting (or promptly upon the director's arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be stated in
the notice or waiver of notice of such meeting, except notice shall be required
to be given to every director when the meeting is being called for the purpose
of amending the bylaws or for the purpose of authorizing the sale of all or
substantially all of the assets of the corporation, in which case such notice
shall set forth the nature of the business intended to be transacted. Any
meeting may held at any place within or without the State of West Virginia.
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Section 4. Quorum; Vote Requirement. A majority of the number of
directors fixed in accordance with Article II, Section 2 of these Bylaws shall
constitute a quorum for the transaction of business at any meeting, unless a
greater number is required by the Articles of Incorporation. When a quorum is
present, the vote of a majority of the directors present shall be the act of the
Board of Directors, unless a greater vote is required by law, by the Articles of
Incorporation or by these Bylaws. Any number less than a quorum present may
adjourn any directors meeting until a quorum is present.
Section 5. Action of Directors Without a Meeting. Any action required
by law to be taken at a meeting of the Board of Directors, or any action which
may be taken at a meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if written consent, setting forth the
action so taken, shall be signed by all the Directors, or all the members of the
committee, as the case may be, and be filed with the minutes of the proceedings
of the Board or the committee. Such consent shall have the same force and effect
as a unanimous vote of the Board or the committee, as the case may be.
Section 6. Committees. The Board of Directors may, in its discretion,
appoint committees, each consisting of one or more directors which shall have
and may exercise such delegated powers as shall be conferred on or authorized by
the resolutions appointing them, subject to such limitations as may be imposed
from time to time by the West Virginia Business Corporation Code. A majority of
any such committee may determine its action, fix the date, time and place of its
meetings and determine its rules of procedure. Each committee shall keep minutes
of its proceedings and actions and shall report regularly to the Board of
Directors. The Board of Directors shall have power at any time to fill vacancies
in, change the membership of, or discharge any such committee.
Section 7. Removal. Any or all Directors may be removed from office at
any time with or without cause.
Section 8. Vacancies. A vacancy occurring in the Board of Directors by
reason of the removal of a director by the shareholders shall be filled by the
shareholders, or, if authorized by the shareholders, by the remaining directors.
Any other vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors, or by the sole remaining director, as the case
by be, or, if the vacancy is not so filled, or if no director remains, by the
shareholders. A Director elected to fill a vacancy shall serve for the unexpired
term of his or her predecessor in office.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a
President, a Secretary and a Treasurer, and such other officers or assistant
officers and agent as may be elected by the Board of Directors. Any two offices
may be held by the same person except the offices of President and Secretary.
Section 2. President. The President shall be the chief operating
officer of the Corporation. He shall, under the direction of the Board of
Directors, supervise the management of the
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day-to-day business of the Corporation. He shall have such further powers and
duties as from time to time may be conferred on him by the Board of Directors or
the chief executive officer. In the absence of the Chairman of the Board he
shall preside at all meetings of the shareholders.
Section 3. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.
Section 4. Secretary. The Secretary shall keep the minutes of the
meetings of the shareholders and the Directors and shall have custody of and
attest the seal of the corporation.
Section 5. Other Duties and Authorities. Each officer, employee and
agent shall have such other duties and authorities as may be conferred on them
by the Board of Directors.
Section 6. Removal. Any officer may be removed at any time by the Board
of Directors. A contract of employment for a definite term shall not prevent the
removal of any officer, but this provision shall not prevent the making of a
contract of employment with any officer and shall have no effect upon any cause
of action which any officer may have as a result of removal in breach of a
contract of employment.
ARTICLE IV
DEPOSITORIES, SIGNATURE AND SEAL
Section 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such depository or depositories as
the Board may designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents as the Board may from time to
time authorize.
Section 2. Contracts. All contracts and other instruments shall be
signed on behalf of the Corporation by the President or by such other officer,
officers, agent or agents, as the President designates from time to time or as
the Board of Directors from time to time may by resolution provide.
Section 3. Seal. The seal of the Corporation shall be as follows:
The seal may be manually affixed to any document or may be lithographed
or otherwise printed on any document with the same force and effect as if it had
been affixed manually. The signature of the Secretary or Assistant Secretary
shall attest the seal and may be a facsimile if and to the extent permitted by
law.
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ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The shares of stock of
the Corporation shall be represented by certificates in such form as may be
approved by the Board of Directors, which certificates shall be issued to the
shareholders of the Corporation in numerical order from the stock book of the
Corporation, and each of which shall bear the name of the Corporation and state
that it is organized under the laws of the State of West Virginia, the name of
the shareholder, the number and class (and the designation of the series, if
any) of the shares represented, and which shall be signed by the President and
by the Secretary of the Corporation.
Section 2. Transfers of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or such shareholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "Canceled" and filed with the permanent stock
records of the Corporation. The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS
Section 1. Permissive Indemnification. The Corporation shall indemnify
to the fullest extent permitted by the West Virginia Business Corporation Code,
and to the extent that applicable law from time to time in effect shall permit
indemnification that is broader than provided in these Bylaws, then to the
maximum extent authorized by law, any individual made a party to a proceeding
because she or he is or was an employee or agent of the Corporation against
liability, incurred in the proceeding, if he or she acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he or she had no
reasonable cause to believe his conduct was unlawful.
Section 2. Advances for Expenses of Directors. The Corporation shall
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding and shall have the authority to pay for or reimburse the
reasonable expenses of an employee or agent of the Corporation who is a party to
a proceeding, in each case in advance of disposition of a preceding if:
(a) Such person furnishes the Corporation a written affirmation of
his or her good faith belief that he or she has met the
standard of conduct set forth in Section 1 above or Section 2
of this Article VI, as applicable; and
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(b) Such person furnishes the Corporation a written undertaking,
executed personally on his or her behalf to repay any advances
if it is ultimately determined that he is not entitled to
indemnification.
The written undertaking required by paragraph (b) above must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
Section 3. Indemnification Not Exclusive. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, provision of these Bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.
Section 4. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder or any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendment. Except as set forth below, the Board of Directors
may amend or repeal these Bylaws or adopt new bylaws by the affirmative vote of
a majority of all directors then holding office, (a) except to the extent the
Articles of Incorporation or the West Virginia Business Corporation Code
reserves such power exclusively to the shareholders, or (b) unless the
shareholders in amending or repealing a particular bylaw provide expressly that
the Board of Directors may not amend or repeal that bylaw. The shareholders may
amend or repeal these Bylaws or adopt new bylaws even though these Bylaws may
also be amended or repealed by the Board of Directors.
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